-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Km2/hCW0lzYVyWt6pjkw0iPpoOpgXLDUoNZO4NG4NeJyRZTZCLow6CgPK5wouHDN B/TsauzGUoSkDCjVo5c/JQ== 0001035704-00-000210.txt : 20000420 0001035704-00-000210.hdr.sgml : 20000420 ACCESSION NUMBER: 0001035704-00-000210 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTER TECH CORP CENTRAL INDEX KEY: 0001021725 STANDARD INDUSTRIAL CLASSIFICATION: 6770 IRS NUMBER: 841349553 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21275 FILM NUMBER: 583979 BUSINESS ADDRESS: STREET 1: 430 EAST 6TH STREET CITY: LOVELAND STATE: CO ZIP: 80537 BUSINESS PHONE: 9706695292 MAIL ADDRESS: STREET 1: 430 EAST 6TH STREET CITY: LOVELAND STATE: CO ZIP: 80537 FORMER COMPANY: FORMER CONFORMED NAME: WALNUT CAPITAL INC DATE OF NAME CHANGE: 19960828 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2000 ENTER TECH CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 0-21241 84-1349553 - - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 430 East 6th Street, Loveland, Colorado 80537 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (970) 669-5292 2 This amendment to the Current Report on Form 8-K dated January 7, 2000 relates to the acquisition of Shopping Mall On-line, Inc. by Enter Tech which was completed effective January 7, 2000. The purpose of this amendment is to file the financial statements of Shopping Mall On-line from September 1, 1999 through December 31, 1999 and for the year ended December 31, 1999 and the pro forma financial statements of Enter Tech for the six months ended December 31, 1999 and the year ended December 31, 1999 which give effect to the acquisition of Shopping Mall On-line. In addition, included in this amended Form 8-K is information reported under Item 5 for the event which occurred on March 24, 2000. ITEM 5. OTHER EVENTS. On March 24, 2000, Enter Tech Corporation announced the signing of a subscription agreement whereby Reserve Foundation Trust is to purchase 6 million restricted shares of Enter Tech common stock, provided that all conditions to the purchase closing are fulfilled. The private placement closing is contingent on: o the completion of the acquisition by Enter Tech of WavePower, Inc., for which a non-binding letter of intent has been entered into which calls for the acquisition of 80% of WavePower for approximately 5 million restricted shares of Enter Tech common stock, and for which due diligence evaluations are currently being performed, and o the filing of Enter Tech's annual report on Form 10-KSB with the SEC by May 1, 2000. Upon signing the subscription agreement, Reserve Foundation Trust provided Enter Tech with $50,000 in interim financing, which may subsequently be increased to a total of $250,000. The press release by Enter Tech announcing this event is attached as an exhibit to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial information of business acquired. The audited financial statements of Shopping Mall On-line from September 1, 1999 through December 31, 1999 and for the year ended December 31, 1999 are filed herewith and appear beginning at page F-2. (b) Pro forma financial information. The pro forma financials statements of Enter Tech for the six months ended December 31, 1999 and the year ended December 31, 1999 which give effect to 3 the acquisition of Shopping Mall On-line filed herewith and appear beginning at page P-1. (c) Exhibits. The following exhibits are furnished as part of this report: 10.1 Agreement and Plan of Reorganization dated January 7, 2000 by and between Enter Tech, Shopping Mall On-line, Inc. and Robert Pratt.* 99.1 Press Release of the Enter Tech dated January 10, 2000.* 99.2 Press Release of Enter Tech Corporation dated March 24, 2000 * Previously filed with the original report. 4 INDEX TO FINANCIAL STATEMENTS SHOPPING MALL ON-LINE, INC. (A Development Stage Company) FINANCIAL STATEMENTS with REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Report of Independent Certified Public Accountants F-2 Financial Statements: Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Stockholders' (Deficit) F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 INDEX TO PRO FORMA FINANCIAL STATEMENTS SHOPPING MALL ONLINE, INC. (SMO) ENTER TECH CORPORATION (ETC) PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) Pro Forma Financial Statements: Balance Sheet P-1 Statements of Operations P-2 Notes to Pro Forma Financial Statements P-3 F-1 5 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Shopping Mall On-Line, Inc. Lynden, WA We have audited the accompanying balance sheet of Shopping Mall On-Line, Inc. (A Development Stage Company) as of December 31, 1999, and the related statements of operations, stockholders' (deficit) and cash flows for the period from September 1, 1999 (date of inception) through December 31, 1999. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Shopping Mall On-Line, Inc. (A Development Stage Company) as of December 31, 1999, and the results of its operations, changes in its stockholders' (deficit) and its cash flows for the period from September 1, 1999 (date of inception) through December 31, 1999 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has suffered a loss from operations and has no net capital that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Schumacher & Associates, Inc. Certified Public Accountants 2525 Fifteenth Street, Suite 3H Denver, Colorado 80211 March 30, 2000 F-2 6 SHOPPING MALL ON-LINE, INC. (A Development Stage Company) BALANCE SHEET December 31, 1999 ASSETS Current Assets: $ - ----------- Total Current Assets - TOTAL ASSETS $ - =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: $ - ----------- Total Current Liabilities - ----------- TOTAL LIABILITIES - Commitments and contingencies - Stockholders' (Deficit): Common stock, no par value 1,000,000 authorized, 100,000 issued and outstanding 500 Additional paid in capital 42,232 Accumulated deficit (42,732) ----------- TOTAL STOCKHOLDERS' (DEFICIT) - TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ - ===========
The accompanying notes are an integral part of the financial statements. F-3 7 SHOPPING MALL ON-LINE, INC. (A Development Stage Company) STATEMENT OF OPERATIONS For the Period from September 1, 1999 (date of inception) through December 31, 1999 Revenue: $ - ----------- Operating Expenses Salaries 9,245 Management fees 22,334 Rent 1,368 Professional fees 4,570 Other 5,215 ----------- Total Operating Expenses 42,732 ----------- Net (Loss) $ (42,732) =========== Per share $ (.43) =========== Weighted Number of Shares Outstanding 100,000 ===========
The accompanying notes are an integral part of the financial statements. F-4 8 SHOPPING MALL ON-LINE, INC. (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) For the Period from September 1, 1999 (date of inception) through December 31, 1999
Additional Common Stock Paid-in Accumulated No./Shares Amount Capital (Deficit) Total ---------- ------ ---------- ----------- --------- Balance at September 1, 1999 - $ - $ - $ - $ - Common stock issued for cash at $.005 per share 100,000 500 - - 500 Additional paid-in capital - - 42,232 - 42,232 Net loss for the period ended December 31, 1999 - - - (42,732) (42,732) --------- ------ -------- --------- --------- Balance at December 31, 1999 100,000 $ 500 $ 42,232 $ (42,732) $ - ========= ====== ======== ========= =========
The accompanying notes are an integral part of the financial statements. F-5 9 SHOPPING MALL ON-LINE, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS For the Period from September 1, 1999 (date of inception) through December 31, 1999 Cash Flows from Operating Activities: Net (Loss) $ (42,732) Adjustments to reconcile net loss to net cash used in operating activities: - ----------- Net Cash (Used in) Operating Activities (42,732) ----------- Cash Flows from Investing Activities: - ----------- Cash Flows from Financing Activities: Issuance of common stock and paid-in capital 42,732 ----------- Net Cash Provided by Financing Activities 42,732 ----------- Increase in Cash - Cash, Beginning of Period - ----------- Cash, End of Period $ - =========== Interest Paid $ - =========== Income Taxes Paid $ - ===========
The accompanying notes are an integral part of the financial statements. F-6 10 SHOPPING MALL ON-LINE, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 1999 (1) Summary of Accounting Policies This summary of significant accounting policies of Shopping Mall On-Line, Inc. (A Development Stage Company)(Company) is presented to assist in understanding the Company=s financial statements. The financial statements and notes are representations of the Company=s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. (a) Organization and Nature of Operations The Company was incorporated on December 20, 1999 for the purpose of wholesale and retail of durable goods. The Company incurred initial operating expenses on approximately September 1, 1999 as a division of a related party. The financial statements include operations since September 1, 1999. The Company is a development stage company since planned principal operations have not yet commenced. The Company has selected December 31 as its year end. (b) Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. (c) Income Taxes As of December 31, 1999, the Company had net operating losses available for carryover to future years of approximately $43,000, expiring in various years through 2019. Utilization of these carryovers may be limited if there is a change in control of the Company. As of December 31, 1999, the Company has total deferred tax assets of approximately $8,600 due to operating loss carryforwards. However, because of the uncertainty of potential realization of these tax assets, the Company has provided a valuation allowance for the entire $8,600. Thus, no tax assets have been recorded in the financial statements as of December 31, 1999. F-7 11 SHOPPING MALL ON-LINE, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 1999 (2) Basis of Presentation - Going Concern The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates continuation of the Company as a going concern. However, the Company has suffered a loss from operations and has no net capital. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management is attempting to raise additional capital. In view of these matters, continuing as a going concern is dependent upon the Company's ability to meet its financing requirements, raise additional capital, and the success of its future operations or completion of a successful business combination. Management believes that actions planned and presently being taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. (3) Common Stock Issued During the period ended December 31, 1999, the Company issued 100,000 shares of common stock for $500. (4) Related Party Transactions All costs related to organization and initial operating expenses were paid by a related party on behalf of the Company and were accounted for as additional paid-in capital. The Company incurred $22,334 in management fees paid to an officer/shareholder of the Company. Certain expenses of the Company were allocated from a related party. Had the Company not had this affiliation, incurred expenses may have been different and the differences may have been material. The Company has agreed to pay its president a $7,000 per month salary. (5) Subsequent Event Effective January 7, 2000, the Company entered into an agreement with an entity whereby eighty (80) percent of the Company=s issued and outstanding stock was exchanged for 2,400,000 restricted shares of the entity=s common stock. F-8 12 SHOPPING MALL ONLINE, INC. (SMO) ENTER TECH CORPORATION (ETC) PRO FORMA BALANCE SHEET (Unaudited)
ETC SMO Pro Forma Pro Forma December 31, 1999 December 31, 1999 Adjustments Combined ----------------- ----------------- ------------- ------------- ASSETS Current Assets: Cash $ 14 $ - $ - $ 14 Total Current Assets 14 - - 14 Property and equipment, net of accumulated depreciation 7,373 - - 7,373 ---------------- ----------------- ------------- ------------- Total Assets $ 7,387 $ - $ - $ 7,387 ================ ================= ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 35,512 $ - $ - $ 35,512 Stock payable 1,103,574 - - 1,103,574 Customer deposits 60,000 - - 60,000 Notes payable, related parties 322,009 - - 322,009 Notes payable, other 15,806 - - 15,806 ---------------- ----------------- ------------- ------------- Total Current Liabilities 1,536,901 - - 1,536,901 Stockholders' Equity Common stock 385 500 (1) (500) 385 Additional paid-in capital 381,618 42,232 (1) (42,232) 381,618 Retained earnings (1,911,517) (42,732)(1) 42,732 (1,911,517) ---------------- ----------------- ------------- ------------- Total Stockholders' Equity (1,529,514) - - (1,529,514) ---------------- ----------------- ------------- ------------- Total Liabilities and Stockholders' Equity $ 7,387 $ - $ - $ 7,387 ================ ================= ================ =============
The accompanying notes are an integral part of the proforma financial statements. P-1 13 SHOPPING MALL ONLINE, INC. (SMO) ENTER TECH CORPORATION (ETC) PRO FORMA STATEMENT OF OPERATIONS (Unaudited)
ETC SMO Year Period Ended December Ended December Pro Forma Pro Forma 31, 1999 31, 1999 Adjustments Combined --------------- -------------- -------------- -------------- REVENUE: $ - $ - - $ - --------------- -------------- -------------- -------------- OPERATING EXPENSES: Salaries - 9,245 - 9,245 Depreciation 819 - - 819 Management fees - 22,334 - 22,334 Supplies 1,647 - - 1,647 Professional fees 198,441 4,570 - 203,011 Rent 16,200 1,368 - 17,568 Sales promotion 20,500 - - 20,500 Travel 34,281 - - 34,281 Telephone 8,718 - - 8,718 Stock issued for services 1,258,074 - - 1,258,074 Other operating expenses 18,985 5,215 - 24,200 --------------- -------------- -------------- -------------- 1,557,665 42,732 - 1,600,397 --------------- -------------- -------------- -------------- Net (Loss) $ (1,557,665) $ (42,732) $ $ (1,600,397) =============== ============== ============== ============== Net (Loss) per Common Share $ (.27) ============== Common Shares Outstanding 6,250,000 ==============
The accompanying notes are an integral part of the proforma financial statements. P-2 14 SHOPPING MALL ONLINE, INC. (SMO) ENTER TECH CORPORATION (ETC) NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited) (1) General On January 7, 2000, SMO and ETC entered into a business combination agreement, whereby 80% of the outstanding shares of SMO was acquired by ETC in exchange for 2,400,000 shares of ETC common stock. This business combination will be accounted for as a purchase. (2) Pro Forma Information The pro forma financial statements give effect to the purchase by ETC at the beginning of the respective periods. (3) Pro Forma Adjustments (1) This entry gives effect to eliminating SMO stockholders= equity. The former shareholder of SMO owns approximately one-third of the outstanding shares of ETC after the business combination. No goodwill was recorded since predecessor cost was deemed to be the most appropriate accounting basis. P-3 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 29, 2000 Enter Tech Corporation By: /s/ Sam Lindsey ------------------------- Sam Lindsey, President 16 EXHIBIT INDEX EXHIBIT DESCRIPTION - - ------- ----------- 99.2 Press Release of Enter Tech Corporation dated March 24th, 2000. EX-99.2 2 PRESS RELEASE 1 EXHIBIT 99.2 On March 24, 2000, Enter Tech Corporation issued the following press release: COMPANY PRESS RELEASE ENTER TECH CORPORATION ANNOUNCES SUBSCRIPTION AGREEMENT FOR $10 MILLION PRIVATE PLACEMENT OF RESTRICTED COMMON STOCK LOVELAND, Colo.--(BUSINESS WIRE)--March 24, 2000--Enter Tech Corporation (OTCBB:ENTR - news) is pleased to announce the signing of a Subscription Agreement whereby Reserve Foundation Trust is to purchase 6 million restricted shares of Enter Tech common stock for $10 million, provided that all conditions to the purchase closing are fulfilled. According to the terms, the full transfer of funds is to be completed by May 1, 2000, if the closing conditions are satisfied. Demand registration rights after January 1, 2001, and piggyback registration rights are to be granted to Reserve Foundation Trust. Interim debt financing in the total amount of $250,000 is also to be provided by Reserve Foundation Trust at the rate of $50,000 per week for 5 weeks. The first $50,000 funding disbursement was made on March 23, 2000. This debt is to be repaid upon final funding of the private placement. This initial infusion is to fund the anticipated expansion requirements for Shopping Mall Online, Inc., which Enter Tech recently acquired, and the business needs related to the planned acquisition of Wave Power Corporation. A non-binding letter of intent, which contemplates the acquisition of 80% of Wave Power for approximately 5 million restricted shares of Enter Tech common stock, was signed with Wave Power on February 8, 2000, and the companies are now performing due diligence evaluations. The Reserve Foundation Trust financing is contingent upon the completion of the Wave Power acquisition and that the Enter Tech's annual report on Form 10-K or 10-KSB for the year ended December 31, 1999, be filed with the SEC by May 1, 2000. "This agreement is expected to be the catalyst for deploying all of the planned e-commerce strategies we have developed and should enable Enter Tech Corporation to move more aggressively ahead. With the proposed acquisition of Wave Power Corporation and the completed acquisition of Shopping Mall Online, we continue to make progress on our strategic plan to become an e-commerce powerhouse," said Sam Lindsey, President of Enter Tech. "We are very excited about the relationship we have developed with Reserve Foundation Trust and believe that this is the beginning of a long-term association that we expect to be exciting and beneficial and present new opportunities as we move forward." 2 About Enter Tech Enter Tech was formed in 1998 to bring new technologies to the market. Since inception, Enter Tech has been involved in developing Internet shopping kiosks and intends to continue to search for synergistic ways to utilize the kiosk technology in conjunction with traditional malls and the proposed I-mall, Shopping Mall Online, Inc. To learn more about Enter Tech, contact Dale Kreiser with Integrity Capital toll free at 877-318-1819 or via E-mail: dale@integritycapital.net. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Enter Tech Corporation) contains statements that are forward-looking, such as statements relating to the future anticipated direction of the high technology industry, plans for future expansion, various business development activities, planned acquisitions of operating companies, planned capital expenditures, future funding sources, anticipated sales growth and potential contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed or implied in any forward-looking statements made by or on behalf of Enter Tech Corporation. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, expected benefits from acquisitions of any operating companies, dependence on existing management, financing activities, technological developments and consumer preferences in the e-commerce industry, domestic and global economic conditions, changes in federal or state tax laws, and market competition factors. Contact: For Enter Tech Corporation Investor Relations Contact Integrity Capital Dale Kreiser, 877/318-1819 E-Mail: dale@integritycapital.net Internet: www.integritycapital.net -----END PRIVACY-ENHANCED MESSAGE-----